As a software owner, you know your job doesn't end when the product is purchased or downloaded - having a Software License Agreement can help protect you, your product, and the consumer long down the road. You need to spell out what's okay, and what's not. What are your rules on unauthorized copying? Are there limits to the use of your software? What kind of warranty, if any, do you offer? It took a lot of time and effort to create your software, so don't leave it vulnerable. After all, you want to make sure it's used correctly and that your consumers enjoy a solid product. Having a Software License Agreement in place can help make it happen.
When to use a Software License Agreement:
You own or create software.
You want to give your consumers warranty information.
You'd like to inform consumers about fair use or alteration of software.
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Sample Software License Agreement
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SOFTWARE LICENSE AGREEMENT
This Agreement is made between (the "Licensee") located at , , and (the "Licensor") with a principal place of business at , , .
(a) "Software" means the computer programs and documentation listed and described in Schedule A attached to this Agreement.
(b) "Install" means placing the Software on a computer's hard disk, CD-ROM or other secondary storage device.
(c) "Use" means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes.
2. GRANT OF RIGHTS.
3. LICENSE TERM. Thereafter, this License shall automatically be renewed for successive year terms unless Licensee gives Licensor written notice at least 60 days before the day on which the license or renewal would expire of its intention not to renew this license.
4. LICENSE FEE. Licensee agrees to pay Licensor the following license fees: .
5. TERMINATION. Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this License or if Licensee becomes bankrupt or insolvent.
6. RETURN OR DESTRUCTION OF SOFTWARE UPON TERMINATION. Upon termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software including partial copies and modifications. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee's place of business to assure compliance with this provision.
7. TITLE TO SOFTWARE. Licensor retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.
8. MODIFICATIONS AND ENHANCEMENTS. Licensee will make no efforts to reverse engineer the Software, or make any modifications or enhancements without Licensor's express written consent.
9. WARRANTY LIMITATIONS.
10. REMEDY LIMITATIONS. Licensor's entire liability and Licensor's sole and exclusive remedy for breach of the foregoing warranty shall be Licensor's option to either:
- return to Licensee the license fee for the period in which the Software did not perform according to this warranty, or
- repair the defects or replace the Software.
11. DAMAGE LIMITATIONS. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, AND LICENSOR'S LIABILITY TO LICENSEE FOR ANY OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL BE LIMITED TO THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE AS COMPENSATION FOR THE SOFTWARE DURING THE MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME SUCH CLAIM AROSE.
12. CONFIDENTIALITY. Licensee will treat the Software as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.
13. ARBITRATION. The parties agree to submit any dispute under this License to binding arbitration under the rules of the American Arbitration Association in the following location: . Judgement upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
14. ATTORNEY FEES. If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
15. GENERAL PROVISIONS.
(a) Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.
(b) Modifications: Modifications and amendments to this Agreement, including any exhibit, schedule or attachment hereto, shall be enforceable only if in writing and signed by authorized representatives of both parties.
(c) Applicable law: This License will be governed by the laws of the State of .
(d) Notices: All notices and other communications given in connection with this License shall be in writing and shall be deemed given as follows:
- When delivered personally to the recipient's address as appearing in the introductory paragraph to this License;
- Three days after being deposited in the United States mail, postage prepaid to the recipient's address as appearing in the introductory paragraph to this License; or
- When sent by fax or telex to the last fax or telex number of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail or the recipient delivers a written confirmation of receipt.
Any party may change its address appearing in the introductory paragraph to this License by given notice of the change in accordance with this paragraph.
(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
16. ASSIGNMENT. The rights conferred by this License shall not be assignable by the Licensee without Licensor's prior written consent. Licensor may impose a reasonable license fee on any such assignment.
17. SIGNATURES. This License shall be signed by on behalf of , and by on behalf of .
The License shall be effective once both parties have signed.
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